Corporate Practice Series Portfolio No. 1-4th, The Delaware Corporation: Legal Aspects of Organization and Operation, describes the basic legal aspects of organizing and operating a Delaware corporation. It is designed to lead the practitioner step-by-step through the process of incorporating and organizing a Delaware corporation. The portfolio then goes on to discuss the roles of stockholders and directors in a Delaware corporation, including matters relating to annual and special meetings of stockholders, meetings of directors, fiduciary duties, indemnification, the declaration and payment of dividends, and the purchase or redemption of stock. Responses by the board of directors to hostile takeover attempts are also discussed.
Portfolio 1-4th: The Delaware Corporation: Legal Aspects of Organization and OperationI. Why Incorporate in Delaware?II. The Process of Incorporation A. Preparation and Filing of the Certificate of Incorporation 1. In general 2. Name 3. Purpose 4. Stock a. Number and par value b. Voting c. Redemption d. Dividends e. Rights on dissolution f. Conversion g. Blank check power 5. Initial directors 6. Optional provisions a. In general b. Supermajority votes c. Staggered board d. Denial of the right to act by written consent e. Limitation on liability f. Corporate opportunity g. Other optional provisions B. Changes to the Certificate of Incorporation 1. Corrections 2. Amendments 3. Class voting 4. Board power C. The Organizational Meeting D. Bylaws 1. Stockholders' meetings 2. Board of directors 3. Committees 4. Indemnification 5. Titles and duties of officers E. Issuance of Stock 1. Consideration 2. Partly paid shares 3. Fractional shares 4. CertificatesIII. The Role of the Stockholders . Introductory Material A. Identifying the Stockholders B. The Stockholders' Meeting 1. Annual meetings 2. Special meetings 3. Notice 4. Participation by remote communication 5. Scheduling meetings 6. Record date C. The Voting Process 1. Votes 2. Proxies 3. Inspectors of election 4. Vote required D. Election of Directors E. Filling of Board Vacancies F. Removal of Directors G. Miscellaneous Stockholder Votes H. Action by Consent I. Majority Stockholders' Responsibilities J. Stockholders' Right to Inspect Corporate Books and Records 1. Stockholder lists 2. Inspection of corporate books and records K. Stockholders' Right to Seek a Custodian or ReceiverIV. The Role of the Directors A. Management, Delegation, and Supervision B. Meetings of Directors C. Legal Standards Applicable to Directors 1. Duty of care 2. Interested transactions—duty of loyalty 3. Corporate opportunities 4. Inequitable purpose 5. Dismissal of derivative litigation 6. Board responses to hostile takeovers and selling the company a. Defensive actions b. Selling the company D. Dividends and Stock Repurchases 1. Repurchases and redemptions 2. Dividends 3. Determination of surplus E. Indemnification F. Directors' Right to Inspection of Books and Records G. Recommendation of DirectorsV. Mergers, Consolidations, and Business Combinations . Introductory Material A. Governing Statutes 1. General requirements 2. Stockholder approval 3. Holding company mergers 4. Short-form mergers B. Mergers and the Courts C. Appraisal Rights D. [8 DE 203] Section 203 of the General Corporation Law 1. Adoption of [8 DE 203] §203 2. Operation of [8 DE 203] §203 3. Interpretation of [8 DE 203] §203 E. Stockholder Rights PlansVI. Jurisdiction of the Delaware Courts A. Jurisdiction Under Statutes and Case Law B. Forum Selection Clauses
VII. Close Corporations